General Terms and Conditions of Sales

GENERAL TERMS AND CONDITIONS OF SALES

Version 1.4

Effective date: January 26, 2026

Definitions

In these General Terms and Conditions of Sales (“Terms”):

“Goods” – any materials, compounds, intermediates or products supplied by TBD.

“Services” – any development, manufacturing, analytical, technical, or other services
performed by TBD, including without limitation process development, scale-up,
manufacturing, and related support activities.

“Order” – any purchase order, statement of work, quotation acceptance or other written
instruction under which Goods or Services are supplied.

1. Scope and applicability

TBD Pharmatech OÜ (“TBD”) supplies Goods and performs Services for a client (“Buyer”)
subject exclusively to these Terms, unless expressly agreed otherwise in writing.

Placing an Order, accepting a quotation, or otherwise instructing TBD to supply Goods or
perform Services constitutes acceptance of these Terms.

These Terms apply to all sales of Goods and provision of Services by TBD. In the event of any conflict, the following order of precedence shall apply:

• any Quality Agreement;
• any separately executed supply, services, or framework agreement;
• any statement of work or Order;
• these Terms.

2. Orders, prices and payment

All prices are quoted in EUR on an Ex Works (EXW) basis (Incoterms), place of delivery: Tiigi 61B, Tartu, Estonia or Välja tn 4a, Soinaste, 61709 Tartu maakond, as agreed in Order. Written quotations are valid for thirty (30) days unless expressly stated otherwise.

Prices exclude all taxes, duties, transport, customs, insurances and handling charges. Any sales
taxes, fees, or charges imposed by a governmental authority in connection with the transaction
shall be borne by the Buyer. If TBD is required to pay any such taxes or charges, the Buyer
shall reimburse TBD accordingly.

Unless otherwise agreed in writing, payment terms are net ten (10) days from the invoice date.
TBD reserves the right to require prepayment at its discretion. Overdue amounts shall accrue
interest at a rate of 0.5% per day until paid in full.

TBD may suspend performance, withhold delivery of Goods, withhold data related to the
Goods or Services, or refuse new Orders if the Buyer is overdue in payment.

3. Performance of Services

Services shall be performed using reasonable skill and care and on a best-efforts basis
consistent with generally accepted industry standards applicable at the time of performance.

Unless expressly agreed in writing, TBD does not guarantee any particular result, yield,
outcome, regulatory acceptance, or suitability of the Services or any Goods for a specific
purpose.

TBD shall perform the Services in compliance with applicable laws and regulations relevant to
its role as a contract service provider. TBD does not warrant that any Goods or Services will
result in regulatory approval, acceptance in any filing, or suitability for commercialization.

TBD may subcontract portions of the Services to qualified third parties, including analytical
laboratories, logistics providers, and specialist service providers, provided that TBD remains
responsible for the performance of the Services in accordance with these Terms.

4. Intellectual property

Each party retains ownership of its background intellectual property existing prior to the
relevant Order or developed independently thereof.

Unless otherwise agreed in writing, intellectual property generated in the course of the Services
(“Foreground IP”) shall belong to the Buyer. Notwithstanding the foregoing, TBD retains the
right to use its general know-how, skills, experience, and non-customer-specific learnings for
its internal business purposes.

The Buyer grants TBD a limited, non-exclusive right to use Buyer-provided materials, data,
and intellectual property solely for the purpose of performing the Services.

5. Delivery, inspection and complaints

Goods shall be shipped via courier or other agreed method. Unless otherwise agreed, the Buyer
is responsible for all shipping, handling, customs, and VAT charges.

The Buyer shall inspect the Goods immediately upon receipt. Any claims relating to damage,
shortage, or non-conformity of Goods must be submitted in writing within ten (10) days from receipt at the
destination. Failure to do so constitutes acceptance of the Goods.

Submission of a complaint does not relieve the Buyer of its obligation to pay invoices in
accordance with agreed payment terms.

TBD shall take appropriate action to investigate substantiated complaints and provide a
reasonable remedy, taking into account all relevant circumstances.

TBD shall not be liable for delays or losses caused by acts or omissions of third parties or by
force majeure events, including natural disasters, war, strikes, pandemics, embargoes, or
governmental actions beyond TBD’s reasonable control.

6. Order changes and cancellation

Orders may be changed, amended, or cancelled only by written agreement signed by both
parties.

Any change to the scope of an Order, including changes arising from Buyer requests affecting
timelines, quantities, specifications, resource allocation, or other requirements („Scope
Change“), may result in adjustments to pricing, timelines, and other commercial terms. TBD
reserves the right to assess the impact of any Scope Change and to issue a revised quotation,
statement of work, or cost adjustment reflecting the additional resources, materials, or effort
required.

For Services, the Buyer may cancel an Order only by providing written notice prior to the
commencement of production or associated activities. If cancellation occurs after Services have
commenced, the Buyer shall pay all costs incurred up to the effective cancellation date,
including labour calculated on an FTE basis and the cost of raw materials, unless otherwise
agreed in writing.

Upon completion of the Goods or Services in full, cancellation shall not be permitted.

If the Buyer requests a change to delivery terms resulting in delayed delivery, but execution of
the Order has been completed, TBD reserves the right to invoice the Buyer in accordance with
the agreed payment terms.

TBD warrants that it shall perform the Services in compliance with applicable laws and
regulations relevant to its role as a contract service provider.

TBD does not warrant that any Goods or Services will result in regulatory approval, acceptance
in any filing, or suitability for commercialization, unless expressly agreed in writing.

7. Warranties and disclaimers

TBD warrants that Goods shall conform to the agreed specifications at the time of shipment
and, where applicable, shall be accompanied by a certificate of analysis.

The Buyer is solely responsible for determining the suitability of the Goods for any intended
purpose or use. This warranty applies only to Goods in original packaging and does not apply
to Goods that have been repackaged, modified, misused, negligently handled, or used contrary
to provided instructions.

Except as expressly stated in these Terms, all warranties, whether express or implied, including
warranties of merchantability, fitness for a particular purpose, and non-infringement, are
excluded to the maximum extent permitted by law.

8. Liability and responsibility

To the maximum extent permitted by law, TBD shall not be liable for any indirect, incidental,
consequential, special, or economic losses, including loss of profits, loss of business, or loss of
data.

TBD’s total aggregate liability arising out of or in connection with any Order shall be limited
to the amounts paid by the Buyer to TBD under the relevant Order during the twelve (12)
months preceding the event giving rise to the claim.

The Buyer is solely responsible for the use of the Goods and any results obtained therefrom,
including regulatory filings, commercialization, and combination with other materials.

Each party shall be responsible for its own acts and omissions in connection with the
performance of these Terms.

9. Confidentiality

Each party shall keep confidential any non-public information received from the other party in
connection with the Goods or Services and shall use such information solely for the purposes
of the applicable Order, unless disclosure is required by law.

10. Governing law and jurisdiction

These Terms shall be governed by and construed in accordance with the laws of Estonia. Any
disputes arising out of or in connection with these Terms shall be subject to the exclusive
jurisdiction of the courts of Estonia.

11. Conditions for use

All Goods supplied by TBD shall be handled only by competent persons familiar with
laboratory procedures and potential chemical hazards. The Buyer accepts full responsibility for
the use, misuse, and safe disposal of all Goods supplied.